Tax Beijing/Hong Kong/Shanghai Client Alert Breaking News: China Confirms Capital Gains Tax Exemptions for QFIIs, RQFIIs and the November 2014 Shanghai-Hong Kong Stock Connect Scheme On November 14, 2014, China issued two notices1 releasing the details of its long-awaited tax policies for Qualified Foreign Institutional Investors (“QFIIs”), RMB Qualified Foreign Institutional Investors (“RQFIIs”) and the Shanghai-Hong Kong Stock Connect scheme (“SHSC Scheme”). The SHSC Scheme will formally launch on November 17, 2014. Tax Policies for QFIIs and RQFIIs Effective from November 17, 2014, capital gains derived by a QFII and a RQFII from the sales of shares in a Chinese resident enterprise are exempt from enterprise income tax (“EIT”). The exemption will not apply to capital gains from transactions before November 17, 2014, and the notice specifically provides that EIT applies to past transactions. However, no procedural guidance is provided. In addition, if the QFII and RQFII have an “establishment or place” in China, which is analogous to the concept of permanent establishment (“PE”), they will be subject to 25% EIT on their capital gains effectively connected with the “establishment or place”. Tax Policies for SHSC Scheme Beijing Similarly, effective from November 17, 2014, capital gains derived by Suite 3401, China World Office 2 either resident or non-resident enterprises and individuals, through the China World Trade Centre SHSC Scheme, from the sales of A shares traded in the Shanghai Stock 1 Jianguomenwai Dajie Beijing 100004, PRC Exchange (“SSE”) are exempt from income tax. In addition, effective from T: +86 10 6535 3800 November 17, 2014, the net revenue derived by either resident or non- F: +86 10 6505 2309 resident enterprises and individuals, through the SHSC Scheme, from the sales of A shares traded in the SSE are exempt from business tax. Hong Kong 14/F Hutchison House However, consistent with the tax policies provided for QFIIs under a prior 10 Harcourt Road notice2, dividends derived by either resident or non-resident enterprises Central, Hong Kong and individuals that invest in A Shares through the SHSC Scheme will 23rd Floor, One Pacific Place be subject to 10% withholding tax. The Chinese listed companies will 88 Queensway, Hong Kong be responsible for the withholding. The non-resident enterprises and T: +852 2846 1888 F: +852 2845 0476 individuals may apply for tax treaty benefits and get a tax refund from Chinese tax authorities. Shanghai Unit 1601, Jin Mao Tower 88 Century Avenue, Pudong Shanghai 200121, PRC T: +86 21 6105 8558 1 Cai Shui [2014] No. 79 and Cai Shui [2014] No. 81. F: +86 21 5047 0020 2 Guo Shui Han [2009] No. 47. www.bakermckenzie.com From November 17, 2014 to November 16, 2017, capital gains derived by Chinese individuals, through the SHSC Scheme, from the sales of shares traded in the Stock Exchange of Hong Kong (“SEHK”) are also exempt To find out more about how we can from individual income tax (“IIT”). However, capital gains derived by add value to your business, please contact: Chinese resident enterprises, through the SHSC Scheme, from the sales of shares traded in the SEHK will be subject to EIT at their applicable Beijing rates. Dividends derived by Chinese resident enterprises and individuals Jon Eichelberger (Tax) that invest in shares traded in the SEHK will be subject to EIT or IIT in +86 10 6535 3868 accordance with Chinese laws. [email protected] There are no stamp duty exemptions, and both foreign investors and Jinghua Liu (Tax and Dispute Resolution) domestic investors under the SHSC Scheme will be subject to stamp duty +86 10 6535 3816 in accordance with Chinese laws and Hong Kong laws. Currently, 0.1% [email protected] Chinese stamp duty has been imposed on the transferors for A share transfer documents concluded in sales and purchases, inheritance and Shanghai donations. Brendan Kelly (Tax) +86 21 6105 5950 [email protected] Glenn DeSouza (Transfer Pricing) +86 21 6105 5966 [email protected] Hong Kong William Marshall (Trade and Customs) +852 2846 2154 [email protected] New York Shanwu Yuan (Tax and Transfer Pricing) +1 212 626 4212 [email protected] This client alert has been prepared for clients and professional associates of Baker & McKenzie. Whilst every effort has been made to ensure accuracy, this client alert is not an exhaustive treatment of the area of law discussed and no responsibility for any loss occasioned to any person acting or refraining from action as a result of material in this client alert is accepted by Baker & McKenzie. If advice concerning individual problems or other expert assistance is required, the services of a competent professional adviser should be sought. Data Privacy Please contact Emily Lui by telephone +852 2846 2131 or e-mail: [email protected] should you wish your details to be added, amended or deleted from our mailing list. ©2014 Baker & McKenzie. All rights reserved. Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a “partner” means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an “office” means an office of any such law firm. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. 2 Baker & McKenzie | November 2014.